UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 Monster Worldwide, Inc.
  Delaware
    
    13-3906555(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 622 Third Avenue
New York, New York 10017
 MONSTER WORLDWIDE, INC. 2008 EQUITY INCENTIVE PLAN
 
 Michael C. Miller
Executive Vice President, General Counsel & Secretary
622 Third Avenue
New York, NY 10017
(212) 351-7000
 
 Copy to:
Martin Nussbaum, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
 
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximumAmount to be
    
    
    offering price per
    
    
    aggregate offering
    
    
    Amount ofTitle of securities to be registered
    
    
    registered(1)
    
    
    share(2)
    
    
    price(2)
    
    
    registration fee(3)Common Stock, par value $0.001 per
share (Common Stock)
    
    
    
    5,750,000
    
    
    
    $
    13.41
    
    
    
    $
    77,107,500
    
    
    
    $
    8,953
 (1)
    
    This Registration Statement covers 5,750,000 additional shares of Common Stock of Monster
Worldwide, Inc. (the Company) available for issuance pursuant to awards under the Companys 2008
Equity Incentive Plan, as amended (the Plan). Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the Securities Act), this Registration Statement also covers any additional
shares of Common Stock that become issuable pursuant to awards by reason of any stock dividend,
stock split or other similar transaction that results in an increase in the number of the
outstanding shares of Common Stock.(2)
    
    Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the offering price is
estimated solely for the purpose of calculating the registration fee. The proposed maximum offering
price per share is estimated to be $13.41, based on the average of the high sales price ($13.74)
and the low sales price ($13.07) per share of the Common Stock as reported on the New York Stock
Exchange on July 14, 2011.(3)
    
    Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to
the registration of additional securities under the Plan. A Registration Statement on Form S-8 has
been filed previously by the Company on June 5, 2008 (File No. 333-151430) and on June 24, 2009
(File No. 333-160196) covering shares of Common Stock reserved for issuance pursuant to awards
under the Plan.




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EXPLANATORY STATEMENT
 Incorporation by Reference
 Registration of Additional Shares of Common Stock Under the Plan
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 8. Exhibits.
  ExhibitNumber
    
    Description5.1
    
    
    Opinion of Dechert LLP15.1
    
    
    Letter from BDO USA, LLP regarding unaudited interim consolidated financial statements23.1
    
    
    Consent of BDO USA, LLP23.2
    
    
    Consent of Dechert LLP (included in the opinion filed as Exhibit 5.1)24.1
    
    
    Power of Attorney (included on the signature page hereto)99.1
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended as of April 26, 2011
(filed as Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed
on April 28, 2011 and incorporated herein by reference)




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SIGNATURES
 th
 MONSTER WORLDWIDE, INC.
(Registrant)Dated: July 15, 2011
    By:
    /s/ SALVATORE IANNUZZISalvatore IannuzziChairman, President and Chief Executive Officer
(principal executive officer)Dated: July 15, 2011
    By:
    /s/ JAMES M. LANGROCKJames M. LangrockExecutive Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)




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POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ SALVATORE IANNUZZI

Salvatore Iannuzzi
    
    Chairman, President and Chief Executive
Officer (principal executive officer)
    
    July 15, 2011/s/ JAMES M. LANGROCK

James M. Langrock
    
    Executive Vice President and Chief Financial
Officer 
(principal financial officer and
principal accounting officer)
    
    July 15, 2011/s/ JOHN GAULDING

John Gaulding
    
    Director
    
    July 15, 2011/s/ EDMUND P. GIAMBASTIANI, JR.

Edmund P. Giambastiani, Jr.
    
    Director
    
    July 15, 2011DirectorCynthia P. McCague/s/ JEFFREY F. RAYPORT

Jeffrey F. Rayport
    
    Director
    
    July 15, 2011/s/ ROBERTO TUNIOLI

Roberto Tunioli
    
    Director
    
    July 15, 2011/s/ TIMOTHY T. YATES

Timothy T. Yates
    
    Director
    
    July 15, 2011